The Eastern Company (EML) Form 4 EASTERN / JOHN L SULLIVAN III ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SULLIVAN JOHN L III

(Last) (First) (Middle)

112 BRIDGE STREET

(Street)

NAUGATUCK CT 06770

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EASTERN CO [ EML ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Vice President & CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/23/2020		P	V	100	A	$19	30,492	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Appreciation	$19.1	03/02/2017		A		10,000		03/02/2022	(1)	Common Stock	10,000	$0	10,000	D
Stock Appreciation	$24.9	02/07/2018		A		10,000		02/08/2023	(2)	Common Stock	10,000	$0	10,000	D
Stock Appreciation	$26.3	02/25/2019		A		5,000		02/25/2024	(3)	Common Stock	5,000	$0	5,000	D

Explanation of Responses:

1. On March 2, 2017, 10,000 stock appreciation rights ("SARs") were granted to the reporting person pursuant to the terms of The Eastern Company 2010 Executive Stock Incentive Plan and a stock appreciation rights agreement, at an exercise price of $19.10 per SAR. These SARs shall vest and become exercisable as follows (provided the reporting person remains an employee of the issuer on each applicable vesting date, and the issuer meets certain performance thresholds prescribed in the stock appreciation rights agreement): 3,334 of the granted SARs vest on February 1, 2018; 3,333 of the granted SARs vest on February 1, 2019; and 1,667 of the granted SARs vest on February 1, 2020.

2. On February 7, 2018, 10,000 stock appreciation rights ("SARs") were granted to the reporting person pursuant to the terms of The Eastern Company 2010 Executive Stock Incentive Plan and a stock appreciation rights agreement, at an exercise price of $24.90 per SAR. These SARs shall vest and become exercisable as follows (provided the reporting person remains an employee of the issuer on each applicable vesting date, and the issuer meets certain performance thresholds prescribed in the stock appreciation rights agreement): 10,000 of the granted SARs vest on February 7, 2021.

3. On February 25, 2019, 5,000 stock appreciation rights ("SARs") were granted to the reporting person pursuant to the terms of The Eastern Company 2010 Executive Stock Incentive Plan and a stock appreciation rights agreement, at an exercise price of $26.30 per SAR. These SARs shall vest and become exercisable on February 1, 2022, provided the reporting person remains an employee of the issuer on the vesting date and the issuer achieves its Book Value Target at the close of December FY 2021.

	/s/John L. Sullivan III	03/23/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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